TERMS AND CONDITIONS OF SERVICE

1. Definitions.
(a) “Company” shall mean R.I.M. Logistics Ltd., an Illinois corporation. (b) “Customer” shall mean the person or entity for whom the Company is rendering services as shown by the invoice to which these terms and conditions pertain or as otherwise shown by the Company’s records. Except as expressly provided by any applicable Company invoice or bill of lading, there is no Third Party beneficiary of any transaction between the Company and the Customer. (c) “Documentation” shall mean all information received from Customer or any Third Party acting for the Customer, whether in paper or electronic form; (d) “Ocean Transportation Intermediaries” (“OTI”) shall include an “ocean freight forwarder” and a “nonvessel operating carrier”; (e) “Third Party and Third Parties” shall include all persons and entities other than Company and Customer, including but not be limited to, the following: carriers, truckers, carters, lightermen, forwarders, OTIs, customs brokers, agents, warehousemen, agencies, and all others to whom Customer’s goods are entrusted for transportation, cartage, handling, delivery, storage, or otherwise, and all agencies and authorities of any government. (f) Whenever required under the circumstances, “and” shall mean “or”, “or” shall mean “and”, the plural shall mean the singular, and the singular shall mean the plural.

2. Company as Agent.
The Company acts as the Customer’s agent for the purpose of providing the Company’s services for Client, including without limitation, duties in connection with the entry and release of goods, post entry services, the securing of export licenses, the filing of export documents on behalf of the Customer, and all other dealings with Third Parties for or on behalf of the Customer.

3. Limitation of Actions.
Except as provided by any statute, treaty, or international convention, Customer must commence all lawsuits and all other proceedings against the Company within 30 days from the date on which the matter, fact, thing, occurrence, nonoccurrence, loss, or damage that is the subject of the lawsuit or other proceeding first occurred or failed to occur. The foregoing limitation shall inure to the benefit of the Company’s subsidiaries, affiliates, shareholders, directors, officers, employees, and contractors if any of them are named in such lawsuit or other proceeding.

4. Quotations Not Binding.
Quotations as to fees, rates of duty, freight charges, insurance premiums, and other charges given by the Company to the Customer are for informational purposes only and are subject to change without notice; no quotation shall be binding upon the Company unless the Company in writing agrees to undertake the handling or transportation of the shipment at a specific rate or amount set forth in the quotation and payment arrangements are agreed to between the Company and the Customer.

5. Review and Disclosure.
(a) Customer shall review for accuracy all declarations and all other documents that the Company prepares or files with any Third Party for or on behalf of Customer. Customer shall immediately inform the Company in writing of any error, discrepancy, incorrect statement, or omission within any declaration or other document that the Company prepares or files for or on behalf of Customer. Customer is solely responsible for any inaccuracies in the foregoing declarations and other documents. (b) Customer shall disclose to the Company any and all information required to import, export, or enter any goods that are the subject of services provided by the Company to or for Customer. In preparing and submitting customs entries, export declarations, applications, documents, and export data to any Third Party, the Company may exclusively rely on the contents of the Documentation and on all other information furnished by Customer or by any Third Party acting for or on behalf of the Customer, and the Company shall not be required to verify the accuracy or completeness of such Documentation and other information.

6. Third Party Liability Limitations and Other Third Party Terms and Conditions.
Third Parties to whom the Company entrusts Customer’s goods may impose terms and conditions of their service, including limiting their liability for loss or damage. Absent the Customer’s written request, the Company is not required to inform Customer regarding any such liability limitations or other terms or conditions of a Third Party. The Company will request coverage from the Third Party exceeding the Third Party limitation and the Third Party’s modification or waiver of its other terms and conditions only upon written instructions from the Customer, and Customer shall pay all charges therefore. Absent written instructions from the Customer, the Company may at its discretion tender the Customer’s goods to a Third Party subject to the Third Party’s limitations of liability and subject to all other terms and conditions of the Third Party’s service. Customer must give the Company the foregoing written instructions when Customer requests the Company’s services for a particular transaction.

7. Insurance.
The Company is not obliged to procure insurance on Customer’s behalf absent Customer’s written request when Customer requests the Company’s services for a particular transaction. Customer shall pay all premiums and costs incurred by the Company in connection with procuring requested insurance.

8. Limited Warranty; Limitation of Liability.
(a) Except as otherwise provided herein, the Company warrants to Customer that the Company shall use reasonable care, diligence, and skill to provide the Company’s services, and the Company makes no other express or implied warranty in connection with its services or the services of any Third Party. (b) The Company’s recommendation or engagement of a Third Party to render services for or on behalf of Customer shall not constitute the Company’s representation or warranty that such Third Party will render adequate services. The Company shall not be liable to Customer for any negligent or intentional act, omission, or inaction of such Third Parties, including without limitation, any delay or loss that occurs while a shipment is in the custody or control of a Third Party. The Company shall not be liable for its negligent selection or entrustment of a Third Party. Customer shall bring all claims involving any negligent or intentional act, omission, or inaction of a Third Party solely against that Third Party, whether or not the Third Party was recommended or engaged by the Company. The Company shall not be liable to Customer for any delay or loss caused by the selection or change of a particular shipping route or shipping procedure, whether or not recommended, selected, or changed by the Company or by any Third Party. (c) The Company shall be liable only for its own actions and omissions, including the Company’s breach of these terms and conditions, the terms of any invoice or bill of lading, and the terms of any other agreement with the Customer, and the Company’s liability for which is limited as follows: (i) If the Customer’s claim against the Company involves customs brokerage or other matters involving customs, the Company’s liability to Customer shall not exceed $50 (Fifty Dollars) per shipment. (ii) For all other claims of the Customer against the Company, the liability of the Company shall not exceed the amount of the Company’s invoice with respect to the particular transaction involved in the Customer’s claim against the Company, or $50 absent any invoice. (d) In no event shall the Company be liable or responsible for any actual, consequential, or incidental damages that exceed the foregoing limitations, including but not limited to Customer’s lost profits, loss of goodwill, or increased overhead, even if the Company knew or should have known that the Customer would or might incur additional damages and even if such additional damages were caused by any action of omission by or on behalf of the Company that was intentional, reckless, willful and wanton, in violation of any law, constitutes ordinary or gross negligence, was hazardous or ultra hazardous, or could give rise to strict liability or liability assessed without fault.

9. Advancing Money.
All charges must be paid by Customer in advance unless the Company agrees in writing to extend credit to Customer. The Company’s extension of credit to Customer in connection with a particular transaction shall not constitute the Company’s consent to grant future credit.

10. Indemnification.
The Customer shall forever indemnify, defend, refrain from suing, and hold harmless the Company and the Company’s subsidiaries, affiliates, shareholders, directors, officers, employees, agents, contractors, representatives, and Third Parties engaged by the Company, of and from all claims, damages, losses, lawsuits, administrative proceedings, all other proceedings, liabilities, costs, and expenses, wherever and whenever brought or occurring, wholly or partially caused by or involving: (a) any latent or patent condition, any quality, or any part of Customer’s goods, (b) any conduct, omission, or misstatement, by the Customer or of any Third Party acting for on behalf of Customer, whether or not intended, unintended, negligent, or knowingly or unknowingly in violation of any law, treaty, convention, agreement, Documentation, or industry practice, (c) any Documentation, information, or instruction, or the lack thereof, given or not given to the Company or any Third Party by the Customer or any Third Party acting for or on behalf of the Customer, and (d) any release of the Customer’s goods by the Company contrary to any Third Party instruction. By way of example and not limitation, the foregoing shall include claims for property damage, personal injuries; fines and penalties; the expenses of domestic and international travel; storage and demurrage charges; lodging, meals; and the fees of consultants, experts, and attorneys.

11. Acceptance and Payment for Shipments.
The Company shall have no responsibility or liability if any bank, consignee, or other Third Party: (a) accepts or refuses to accept any shipment, letter of credit, bill or lading, or other documents, or (b) pays or refuses to pay for any shipment, regardless of the provisions of a letter of credit, bill of lading, or the provisions of other documents or instructions.

12. Costs of Collection; Interest.
The Customer shall upon demand pay to the Company all expenses and costs incurred or paid by the Company, including the fees of consultants, experts, and attorneys, in any dispute to enforce these terms and conditions, the Company’s invoices, or the Company’s bills of lading, including but not limited to the collection of payments owed by the Customer to the Company. All past due amounts owed by the Customer to the Company under any invoice or any bill of lading, or under these terms and conditions, shall earn simple interest at the rate of 15% per annum or the highest lawful rate, whichever is less.

13. Lien and Security Interest.
These terms and conditions constitute a security agreement. To secure Customer’s performance of its obligations under these terms and conditions, any Company bill of lading, or any Company invoice, the Company shall have a general and continuing lien on and security interest in any and all goods and other property of Customer of which the Company has actual or constructive custody, possession, or control, whether or not the unpaid amount or unperformed obligation is related to the property for which the Company imposes its lien. The Company may on ten days notice to Customer sell such goods and other property at a public or private sale, or the Company may retain such goods and other property in storage. Whether the Company sells or stores such goods and other property, the Customer shall pay on demand all the costs and expenses of the sale or storage, including the fees of experts, consultants, attorneys, auctioneers, and all transportation expenses.

14. Application of Proceeds.
All payments by Customer and the proceeds from all sales of Customer’s goods and other property shall be applies in the following order of priority: first, to accrued interest; next, to the Company’s costs and expenses that Customer is obliged to pay under these terms and conditions; last, to unpaid principal. If the Company sells the Customer’s goods, the Company shall refund any remaining proceeds to the Customer.

15. No Duty To Maintain Records For Customer.
Customer acknowledges that pursuant to Sections 508 and 509 of the Tariff Act, as amended, (19 USC §1508 and 1509) it has the sole duty and is solely liable for maintaining all records required thereunder. The Company shall only keep such records that it is required to maintain by any applicable law, but in so doing the Company shall not act as a “recordkeeper” or “recordkeeping agent” for Customer.

16. Obtaining Binding Rulings, Filing Protests.
The Company shall not be obliged to undertake any customs release action, including, but not limited to, obtaining binding rulings, advising of liquidations, filing of petitions or protests, or determining or declaring the value of goods or shipments absent Customer’s timely written declaration delivered to the Company. In addition, the Company shall not be obliged to collect funds for Customer from any Third Party.

17. Preparation and Issuance of Bills of Lading.
Whenever the Company prepares or issues a bill of lading, the Company shall be under no obligation to specify thereon the number of pieces, packages or cartons unless specifically requested to do so in writing by Customer or its agent, and Customer shall pay for same at the Company’s then prevailing rate. In so doing, the Company may rely on and use the cargo weight and all other information supplied by Customer or the Customer’s agent without verifying the accuracy thereof.

18. Exclusive, Modifications.
For each shipment, these terms and conditions and the Company’s invoices and bills of lading pertaining to that shipment set forth the entire agreement of the parties with respect to that shipment. Without notice to Customer, from time to time the Company may modify these terms and conditions by posting the change on the Company’s website, and such changed terms and conditions shall apply to all future shipments. Therefore, Customer should review these terms and conditions before placing an order with the Company for the Company’s services.

19. Compensation of Company.
The compensation of the Company for its services shall be included with and is in addition to the rates and charges of Third Parties who transport, handle, and otherwise deal with the Customer’s goods, and such compensation to the Company shall be without regard to any brokerage, commissions, dividends, or other revenue received by the Company from Third Parties. Customer’s performance of these terms and conditions and the provisions of the Company’s invoices, including the Customer’s payment obligations to the Company, shall not be subject to any claim, counterclaim, setoff, or recoupment, including without limitation, claims that the Company materially breached any of its obligations to the Customer.

20. Severability.
If a court determines that any of these terms and conditions or any provision of any Company invoice or bill of lading is invalid or unenforceable, the remainder thereof shall remain in full force and effect, and Customer consents to a modification of these terms and conditions, the invoice, and the bill of lading to make them enforceable while remaining as similar as possible to the original.

21. Governing Law, Jurisdiction, Venue, No Juries.
All matters between the Company and the Customer, including but not limited disputes between Customer and Company, these terms and conditions, the provisions of any Company invoice, and the provisions of the Company’s bills of lading, shall be governed by the laws of the State of Illinois and the laws of the United States without applying conflicts of law principles that would result in applying the law of any other jurisdiction. In all disputes between the Company and the Customer, the Customer hereby submits to the exclusive jurisdiction and the exclusive venue of the state courts located in DuPage County and the federal courts located in Cook County, State of Illinois, U.S.A. The Customer hereby waives all claims that such venue is inconvenient, and the Customer hereby waives all trials by jury in all lawsuits between the Company and the Customer. Notwithstanding the foregoing jurisdiction and venue restrictions, the Company may enforce a judgment against Customer in any jurisdiction and in any venue.

22. Force Majeure.
The Company shall not be liable for any delay or other event which is beyond the Company’s control, and the Company’s time to perform shall be reasonably extended, but at least by a time period equal to duration of such circumstance causing the delay.

23. Reliance.
Customer will not rely on any statement, representation, warranty, or promise by or on the Company’s behalf that is not expressly set forth or referred to within these terms and conditions, within the Company’s invoices, within the Company’s bills of lading. The Customer releases, waives all claims, and shall not sue the Company, its subsidiaries, affiliates, shareholders, directors, officers, employees, and contractors for fraud-in-the-inducement with respect to any statement, representation, warranty, promise, or document on which the Customer has hereby agreed to refrain from relying.

24. Power of Attorney.
This provision constitutes Customer’s power of attorney to the Company, so that whenever necessary or desirable to provide any services, at the Company’s discretion, on Customer’s behalf, and at Customer’s expense, the Company may, but is not required to: (a) sign instruments, (b) perform acts, (c) provide assistance, or (d) comply with, enter into agreements with, or pay Third Parties, under Third Parties’ terms or rules, whether customary or otherwise, including shipping fees, storage charges, detention charges, duties, and taxes. All of the foregoing shall be binding on Customer, for which Customer may owe the Company additional fees at the Company’s then current rates.

25. Consolidation and Sequestration.
The Company may at its discretion consolidate the Customer’s cargo with the cargo of Third Parties. At Customer’s sole expense and risk and at the Company’s discretion, the Company may, but is not required, to destroy or sequester the Customer’s cargo which in the Company’s opinion is or may be hazardous.

26. Demurrage.
Customer shall pay the Company all the demurrage and other fees charged or incurred by the Company to warehouse or store Customer’s cargo.

27. Customer’s Representations and Warranties.
Customer represents and warrants the following to the Company and to all of the Company’s vendors, for which Customer shall be entirely and strictly liable, and on which the Company and its vendors may rely regardless of their knowledge or notice to the contrary: (a) At the time of initial receipt by the Company or its initial vendor, the Customer’s cargo shall be in a condition entirely satisfactory to Customer and all Third Parties having any interest or concern regarding the Goods. (b) The Customer’s cargo shall be of a type and shall be in a condition that conforms with all laws, excluding changes to the cargo negligently or intentionally caused by the Company any Company vendor. (c) The coding, crating, description, labeling, marking, and packaging of the Customer’s cargo by anyone other than the Company or any Company vendor is entirely correct, entirely suitable to transport the cargo by any mode selected by the Company, and does not violate any law. (d) The crating and packaging supplied by anyone other than the Company or any Company vendor is not infested or hazardous and is otherwise in good condition. (e) All the Documentation, instructions, declarations, weight designations, and other information furnished to the Company or any Company vendor by or for Customer or any Customer agent in connection with the Customer’s cargo are entirely accurate and complete, and include all the information concerning the cargo that the Company or any Company vendor might require to properly and lawfully perform the Company’s services. (f) Immediately upon receipt by Customer or Customer’s agent of any document or communication from the Company or any Company vendor, Customer shall completely inspect all such documents and communications and immediately inform the Company of every inaccuracy therein. (g) The use or dissemination by Customer or any Customer agents of gratuitous advice that the Company or any Company vendor gives to Customer or Customer’s agents shall be at Customer’s sole risk.

28. No Modification.
Except as otherwise provided above, these terms and conditions, the Company’s invoices and the Company’s bills of lading shall not be modified except by a writing signed or acknowledged by the Company and Customer, and shall not be modified by the conduct of the Company or any Third Party. The Company’s failure or forbearance to require Customer’s strict compliance with these terms and conditions in their then current content, the Company’s invoices and the Company’s bills of lading, whether or not occurring on multiple occasions, shall not thereby modify them, shall not excuse Customer’s future compliance, and shall apply only to the specific instance of the Company’s failure or forbearance.

29. Successors and Assigns.
These terms and conditions and the provisions of all Company invoices and bills of lading shall be binding on and shall inure to the benefit of the parties’ respective successors and assigns.